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HomeMy WebLinkAboutExhibitPARKING AGREEMENT ORANGE BOWL:STADIUM This Agreement is entered into as of the day of , 2007 by and between the Department of Off -Street Parking of the City of Miami, ("DOSP") and the City of Miami ("City"). WITNESSETH WHEREAS, The City owns the property known as the Orange Bowl Stadium (the "Property") and wishes to engage the services of an experienced firm to manage and operate the parking facilities servicing the Property, more specifically described (or depicted) in Attachment 1 hereto (the "Parking Facilities"), and WHEREAS, DOSP is experienced in the management and operation of parking facilities. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, DOSP and City agree as follows: TERMS 1. TERM: This term of this Agreement is three (3) years, commencing October 1, 2007. The term may be extended for three periods of one (1) year each by the City giving written notice to DOSP of its intent to extend at least thirty (30) days prior to the expiration of the then current term, with DOSP concurring. 2. SCOPE OF SERVICES: DOSP shall manage, operate, direct and supervise the use of the Parking Facilities, presently consisting of twenty (20) lots as more specifically described in Attachment 1 hereto, in accordance with the provisions of this Agreement. It is understood and agreed that this Agreement shall not apply to the management of the Parking Facilities during events where parking rights are granted by the City to the user of the Property pursuant to an agreement. 3. DOSP'S RESPONSIBILITIES: DOSP's responsibilities include, but are not limited to the following: A. To employ and provide properly uniformed on -site personnel required to fulfill its responsibilities hereunder. B. To comply with the staffing requirements established by the Property Manager (the "Manager") for each event. The Manager shall notify DOSP, at least ten (10) business days prior to any event, of the staffing requirements for the event. DOSP shall submit a good -faith estimated budget of expenses based on the staffing requirements at least five (5) business days prior to event. The budget must be approved by the Manager before DOSP is authorized to incur such expenses. The City reserves the right to make changes to staffing requirements. The City shall not be responsible for the payment of expenses that exceed the budgeted amount, unless the City consents to such expenses. The City shall pay for all expenses approved pursuant to the approval of the budget (the "Expenses"). .r� ors:Document Orange Bowl Parking Agreement 0707.doc C. DOSP shall be responsible for the collection of all parking fees and all other charges relating to the operation of the Parking Facilities on event days ("Gross Parking Revenues"). DOSP shall also be responsible for the collection of parking surcharges, sales tax, and other charges imposed by a governmental or taxing authority (the "Other Charges"), which shall be remitted by DOSP directly to such authority. Not later than 30 working days after the conclusion of each event, DOSP shall remit to the City the Gross Parking Revenues and to the authorities entitled to the Other Charges, the Other Charges. DOSP shall audit every event to reconcile the number of tickets sold and the number of vehicles parked on each lot. Together with the remission of Gross Parking Revenues to the City, DOSP shall submit a report which shall include the Gross Parking Revenues remitted to the City and the Other Charges remitted to a governmental or taxing authority. Any discrepancy in the audit shall be explained by DOSP to the City's satisfaction. D. Not later than 30 working_days after the conclusion of each event, DOSP shall submit to the City a statement of Operating Expenses, with such supporting documentation as may be required by the City, showing in detail all expenses incurred by DOSP for the provision of services hereunder, which shall not exceed the amount budgeted, unless approved by the Manager. For purposes of this Agreement, the term "Operating Expenses" shall mean all costs and expenses incurred or paid by DOSP pursuant to the approved budget, or as otherwise approved by the City, in connection with the provision of services hereunder, excluding only the amount of compensation payable to DOS?. E. The City may require DOS? to obtain, annually, or at such other frequencies as it shall reasonably determine, an examination made in accordance with generally accepted auditing standards and management letters prepared and attested to by an independent certified publicaccountant, licensed in the State of Florida, acceptable to the City as to Gross Revenues and/or Operating Expenses arising from operations under this Agreement, prepared in conformance with the American Institute of Certified Public Accountants' requirements for "Special Reports." The costs of such reports shall be included as all Operating Expenses. F. At all times during the term of this Agreement, and for a period of three (3) years after its termination, the City shall have the right to audit, examine, review and copy all records relating to operations under this Agreement, during normal working hours at the offices of DOSP. DOSP shall maintain, during all applicable times all books of account and records of Gross Revenues and Operating Expenses in conformance with generally accepted accounting principles and to the satisfaction of the City's Department of Internal Audits. 4. COMPENSATION: In consideration of the services to be provided by DOSP to the City hereunder DOSP shall receive, per event, a Management Fee ("Management Fee") of five percent (5%) of Gross Parking Revenues, and an Administration Fee ("Administration Fee") of two percent (2%) of Gross Parking Revenues. For purposes of this paragraph, the term "Gross Parking Revenues" shall not include discount and allowances permitted under procedures accepted and approved by the City; and dishonored checks and uncollectible credit card charges. DOSP and City shall jointly ors:Document Orange Bowl Parking Agreement 070 7.doc confirm, in writing, the total amount of said Gross Parking Revenues and DOSP shall deduct from the Gross Parking Revenues the Management Fee and the Administration Fee. 5. OWNERSHIP OF DOCUMENTS: DOSP understands and agrees that any information, document, report or any other material whatsoever which is given by City to DOSP or which is otherwise obtained or prepared by DOSP pursuant to or under the terms of this Agreement is and shall at all times remain the property of City. DOSP agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent CITY, which may be withheld or conditioned by City in its sole discretion. 6. PUBLIC RECORDS: DOSP understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees'to allow access by City and the public to all documents subject to disclosure under applicable law. DOSP's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by City. 7. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS: DOSP shall comply with all applicable laws and regulations, including, without limitation, laws pertaining to public records, conflict of interest, record keeping, in the performance of this Agreement. 8. INSURANCE: DOSP shall maintain the following insurance during the term of this Agreement: A. Comprehensive General Liability in limits not less than $1,000,000.00 per occurrence for Bodily Injury and Property Damage and $2,000,000.00 aggregate., B. Workers' Compensation as required by Florida Statutes, Chapter 440. C. The insurance coverage 'required shall include those classifications as listed in Standard Liability Insurance Manuals, which most nearly reflect the operations of DOSP. D. All insurance policies and Surety Bonds required herein shall be issued in companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: The company must be no less than "A" as to general policyholder's rating and no less than Class "V" as to financial rating, in accordance with the latest ors:Document Orange Bowl Parking Agreement 0707.doc Y edition of Best's I`�ey Rating Guide, published by A.M. Best Company, Inc. E. Garage Keepers Legal Liability in limits not less than $1,000,000.00 per occurrence with a maximum deductible of $2,500.00 for Comprehensive and $5,000.00 for collision. F. Excess Liability with :limits of $5,000,000.00 per occurrence and $5,000,000.00 aggregate.' G. Automobile Insurance providing coverage for all owned, hired and non - owned autos with limits of $1,000,000.00 combined single limit for Bodily Injury and Property Damage. H. DOSP shall furnish to the City all required Certificates of Insurance prior to the commencement pf operations hereunder. The Certificates of Insurance shall clearly ii dicate that DOSP has obtained insurance in the type, amount and classification required for strict compliance with this Article, and that no material change or cancellation of the insurance policies shall be effective without thirty (30) days prior written notice to the City. DOSP shall furnish certificates evidencing renewal or replacement of required insurance coverage, thirty (30) days prior' to expiration or cancellation. The City , reserves the right to reasonably amend the insurance requirements. 9. INDEMNIFICATION: Subject to the provisions of Section 768.28, Florida Statutes, DOSP shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") arising out of, resulting from, or in connection with the performance or non-performance of the services contemplated by this Agreement which, is caused, directly or indirectly, in whole or in part, by the negligence of DOSP or its employees, agents or subcontractors (collectively referred to as "DOSP"), or the failure of the DOSP to comply with any of the paragraphs herein, or the failure of the DOSP to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. DOSP expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of DOSP, or any of its subcontractors, as provided above, for which the DOSP's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 10. DEFAULT: If DOSP fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then DOSP shall be in default. Upon the occurrence of a default hereunder CITY, in addition to all remedies ors:Document Orange Bowl Parking Agreement 0707.doc available to it by law, may immediately, upon written notice to DOSP, terminate this Agreement whereupon all payments, advances, or other compensation paid by CITY to DOSP while DOSP was in default shall be immediately returned to CITY. 11. TERMINATION RIGHTS: Either party shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to the other party at least sixty (60) days prior to the effective date of such termination. 12. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO DOSP: TO CITY: Department of Off -Street Parking Conventions and Public Facilities 190 N. E. 2°d Avenue 400 S. E. 2nd Avenue Miami, Florida 33132 Miami, Florida 33131 13. MISCELLANEOUS PROVISIONS: A. None of the officers, agents, or employees of DOSP shall be deemed to be employees of the City for any purpose(s) whatsoever. B. In the event of any injury to any person or loss or damage to any property on the Property, DOSP shall immediately notify the City and promptly furnish copies of reports in connection therewith. C. The City reserves the right to call upon DOSP for specialized parking facility consulting services and advice with regard to the operation of the parking lots. In such event, all expenses and costs incurred by DOSP in connection therewith shall be paid as established by mutual agreement of the parties. D. This Agreement shall be construed and enforced according to the laws of the State of Florida. E. Title and paragraph headings are for convenient reference and are not a part of this Agreement. F. No waiver 'or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. G. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or ors:Document Orange Bowl Parking Agreement 0707.doc otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 14. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 15. INDEPENDENT CONTRACTOR: DOSP is being engaged to provide goods or services to CITY as an independent contractor, and not as an agent or employee of CITY. DOSP further understands that Florida Workers' •Compensation benefits available to employees of CITY are not available to DOSP,, and agrees to provide workers' compensation insurance for any employee or agent of DOSP rendering services to CITY under this Agreement. 16. ENTIRE AGREEMENT: Th4s instrument and its attachments constitute the sole and only agreement of the parties rflating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials tIlereunto duly authorized, this the day and year above written. ATTEST: CITY OF MIAMI By: Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager ATTEST: DEPARTMENT OF OFF-STREET PARKING By: Print Name: Arthur Noriega, Executive Director APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez, City Attorney LeeAnn Brehm Director of Risk Management ors.Document Orange Bow! Parking Agreement 0707.doc